Reality
by KelpieLurks
Summary: The universe is under threat. The best hope may lie in the hands of Tony Stark but he's five years dead. Maybe there's something to be done about that... In another timeline, Thanos rules a new universe. By his side stands Iron Man, broken and bent to his will. An insane plan becomes an inter-timeline rescue mission. But Thanos has left his mark and time is running out.
1. Prologue

Heyo! So... I watched Endgame and while I didn't love every aspect of the movie, I still thought it was fantastic and a great end to the character of Tony Stark. I'm not mad at it at all.

Still, I had the plot bunny and it wouldn't go away. So here we have the prologue. This is standalone for now and is all I have written, but I wanted to post it anyway. As such, this ends on a very depressing note, as things will get much worse before they get better. I won't lie, this story is pretty gosh-darn dark. Nevertheless, the larger story does have a happy ending. This will probably also be polished up when the larger fic is posted. Obviously, ratings, summary and all that will be adjusted when the full fic is posted, but due to other commitments I do not have time to really get into it just yet, so this is all that is being posted for now

I'd love feedback on how I can improve, so please feel free to let me know what you think.

Obviously spoiler warning for Endgame.

This is the first piece of fic I've published in a while. I'm excited to do this again.

* * *

He'd always known it was a possibility, hell, he'd built the bloody function into the gauntlet, for fucks sake. Countless late nights he'd sat alone in his living room, long after his wife and daughter had gone to bed. He was done building suits, he'd told the world he was done. The Avengers were finished. Thanos had won and the stones were destroyed. Carol had pulled Tony back home, but Iron Man had died in space. Tony was a retiree now, living in his luxury cabin next to his private lake and quietly pushing out projects to get humanity back on track. He was sure even Pepper believed him.

And so he had worked in the dark when everyone else was asleep. In the four years he'd been there, he'd worked his way through thirty five new models(including one anniversary gift for Pepper, he figured the best possible way to break the news of his deceit would be with the gift of an exceptionally cool suit of armour, modeled just for her).

He told himself he could stop building, his time as a hero was done.

_But what if it wasn't_

The stones were destroyed

_What if they're not_

Thanos was dead, Thor had seen to that

_What if he came back_

Somehow, an ability to assimilate six small objects into a gauntlet had made its way into eighteen of those designs(excluding the anniversary gift, of course). The cost of ever using it was clear as day to him, but his child lay in one bed upstairs and the woman he loved in another and he'd already lost the closest thing he had to a son. Each new model had the feature. Just in case.

Still, it had been a gut punch to see the look in Strange's eye, to _know_.

This is what the wizard had meant, this is why he had saved him, and refused to give a reason. He'd kept Tony alive only so that he could die at the right time.

Still, he'd had no hesitation. Peter was back, and Strange and Wanda and Scott and Fury and all those motherfuckers but most importantly Peter.. He'd done something right. Now he just had to keep it that way. If the powers that be demanded his life in addition to Natasha's, then that was a price he'd gladly pay. A strange calm overtook him as he accepted his fate, though his heart pounded in his chest and he struggled to find enough air. If all was lost anyway, he was loosing nothing, and everyone else in the universe would get a chance at life. This was for Morgan, and Peter and Pepper and Rhodey and Cap and Bruce and you better believe it was for Natasha too, because if they failed here then her sacrifice was a waste.

He felt the burn of them the second his hands had closed around Thanos's gauntlet, cutting off the brilliant seams of power winding their way through the titan's flesh. It hurt, even through the armour. He didn't let that stop him, clinging on, scrabbling for purchase on the gems as Thanos slammed him against his massive knee. A fist swung at his head and Tony barely managed to deflect the blow before the backswing seemed to come out of nowhere. It caught him across the front and sent him flying back. He hit the ground, dazed for an instant. Had he gotten them all? In front of him, Thanos raised his great hand.

" I am inevitable"

_Plink_

Nothing happened. The battle raged on around them

Thanos stared at the empty ports on the back of his gauntlet, dumb shock across his face. He turned to Tony who was on his knees now, right hand raised as the armour shifted around it, settling the stones into place.

Oh.

So this was power.

It tore through him like lightning, filling him with energy unlike any he'd felt before. He could do anything, feeling like this. He could destroy them all, rebuild what they'd torn down. He could grind Thanos beneath his boot, show him how power should be wielded. He could give the universe everything, create planets and stars and go beyond death. No longer was he just Tony, Tony was nothing. He could be a god. Flesh was irrelevant, he could feel it burning. It didn't matter anymore. Flesh was just biology, just a tool for the endless race to reproduce. He could transcend that, with power like this, who needed go bring life from their flesh, who needed…

Morgan.

No, he didn't want any of that. He just wanted his baby girl and her mother to be safe. That was it, that was his endgame. His body was failing, never meant to wield such power. He could see that now. He didn't have long.

"And I…" his lungs hurt

"...am…" had he inhaled? He couldn't feel any air.

"...Iron Man"

_Snap_

The stones ripped him inside out and everything was white.

When he became aware again, it was of the feeling of his whole right side being held in a volcano. Then he remembered how to see and suddenly Thanos was above him. The mad god's face was contorted with strain, his dark eyes fixed as red light sparked across his skin. Sluggishly, Tony's eyes followed the sparks back to their source.

Oh god

There, planted in the gauntlet was a single crimson stone, flickering angrily as it held back the full might of the other five. Or maybe that was just the power of Thanos's will.

"You dropped one." Thanos sneered through gritted teeth.

No

Nono No No NO!

He had been so close, so incredibly close. He had to...he just had to...for Morgan

He told his hand to move, to lift up and reach for the stone. He had to get it, had to try again. His brain felt like mush and his hand didn't move. He looked down at where it rested against his leg. There was something wrong with it. Where hands supposed to look like that? He didn't think so. The fingers of his gauntlet were gone. Where previously his own fingers had stuck out, now there was something else; small, sticklike things, black and twisted almost like...oh

Oh

'

His mind recoiled from the horror he was seeing. No, he...he needed his hand. How was he supposed to make things without his hand? And why couldn't he move the rest of his arm? Was it all like that? His mind was filled with the image of his whole body a blackened and twisted husk inside the suit.

A boot coming down on his chest interrupted his thoughts. The air in his failing lungs turned thick and hot as magma. Thanos pressed his weight down and Tony, unable to move or breathe, could do nothing but lie there. Thanos reached down and wrapped a huge fist around Tony's useless wrist. He couldn't feel the fingers tightening, couldn't feel anything along the arm but searing agony.

"That was good, Stark," Thanos said, his sneer melting into a cold smile as the red sparks died on his skin, "you almost had it."

Thanos pressed his foot down harder. Tony's breath bubbled.

"But I'll be taking these back now."

Thanos ripped the gauntlet off Tony's arm. The hand went with it. There was no struggle, no snapping or tearing. The gauntlet was removed and his arm was suddenly shorter than it had been before. Tony felt nothing. He couldn't look anymore. His attention drifted away from his ruined arm, away from Thanos, who was carefully plucking the stones out one by one. Through the haze and chaos of battle, his gaze settled on Strange.

The sorcerer's face was the picture of despair, even as he struggled to hold back the wall of water. For a moment, their eyes met, Tony searching for some last desperate hope. Strange miserably shook his head. So that was it then, they'd lost. It was over. Tony had failed. Morgan and Pepper were going to die, as was Peter, so soon after he'd just been granted a second chance.

Strange's hands ceased their conjuring gestures and slowly sank to his sides. For a moment, the brilliant sigils he'd cast in the air flickered and went out and then Strange was lost as the ocean crashed over him.

Tony could only watch as the water spread, drowning friend and foe alike. A few of the flyers managed to hoist themselves above the flood and here and there, forcefields appeared, shimmering valiantly to protect those below but the rest was carnage.

Thanos paid it no mind, merely throwing up his now complete gauntlet as they were about to be overwhelmed and the water surged black around them. Shapes of debris and bodies tumbled through it. Faintly, he saw the distant glow of Carol's forcefield through the torrent. Then the titan turned his wrist, now resplendent with the complete gauntlet, and the dam reformed. The water flowed and then ran out, seemingly disappearing into the ground. It left the dead, some looking more asleep than dead, others crushed beyond recognition. Tony caught glimpses of Wakandan and Chitari armour, human and outrider bodies tangled together as though still locked in combat, a small furry shape face down and almost completely coated in mud. It seemed that Thanos cared little for his lost soldiers.

Here and there, movement began as survivors struggled to lever themselves up.

"Look at you, Stark," Tony's attention was ripped away from the annihilation by Thanos's meaty fist gripping his jaw and forcibly turning his face to look at him, "you're dying."

This certainly felt like dying. His head was swimming and he couldn't feel the right side of his face. Had he felt it at all since waking up? He didn't know. His body was shutting down by the instant, he could feel that much. At least it didn't hurt so much anymore.

"Was it worth it?" Thanos asked, "was it worth all this? It could all have ended so much sooner, been so quick and painless, hell, if you hadn't decided to fuck with time, had just left the universe as my counterpart made it, you could still have had a life, and half your friends would still be here."

_Morgan, I'm sorry._

"This is all your fault," Thanos swung his other arm around, gesturing to the drenched remains of the battlefield, "all of this. You fought well Stark, but you almost ruined everything and I've had just about enough."

Tony's face was released and his head lolled back.

"All you've managed to do is prove than not even you can stop me, I really am inevitable. Now...where were we"

_Daddy's sorry._

Tony hadn't been present for Thanos's first use of the stones, and he'd been a little preoccupied during his own, so watching Thanos snap his fingers was his first time actually seeing it happen. It was a little underwhelming, at first, having experienced the blast of power himself only minutes before and then not even with all the stones. There was a blast of white light and a sound that was both a low whisper and a deep rumble and then it was over. Thanos stood before him with a burned arm and a melted gauntlet and they had lost.

Dust appeared in the air around them, blowing up from the bodies littered across the ground. Tony could do nothing but lie there and watch. A few of the survivors panicked, screamed, tried to run before their bodies disintegrated and they collapsed into clouds of particles. The air around them took on a greyish brown pall. Soon no-one was left but Thanos's soldiers, Thanos and Tony himself.

What? No. No no NO! No he should be with them, he should be dead too. Why wasn't he dead, dust, a sprinkling of ashes and an empty suit on the ground, like Pepper and Rhodey no doubt were. This...this wasn't fair. He couldn't be the only one left.

He had no control over his body, and hadn't realised he'd made any expression but Thanos seemed to know what he was thinking anyway.

"No, I'm finished with your shit, Stark but I'm not finished with you. You don't get to die, not yet. Everything I've worked for, you came this close to destroying and you're going to have to pay for that. You're going to live, you're going to see what you almost ruined, and you're going to help me build it."

Ebony Maw appeared beside them, a wide smile across his face.

"My lord, most noble and exalted one, you have succeeded. Your glorious dream is realised."

Thanos didn't respond. His entire posture radiated exhaustion. Maw's smile faltered for a second before he plastered it back into place."Come, my lord, your work is done. Go now, rest from your noble labours, you have been victorious."

With a tired nod, Thanos removed his foot from Tony's chest. Breathing didn't become any easier. A horrible gurgling noise reached his ears, he realised it was himself.

Maw stared disdainfully down at the dying man with soulless pale eyes.

"Sir, I presume you have spared this pitiful creature for a reason, what would like me to do with it?" Maw's silky voice sounded strangely far away.

"Save his life," Thanos said as he began to trudge away, "I'm not done with him."

"Of course, my lord, and shall I have Cornatha send a healer to your quarters?"

He was obviously talking about Thanos's arm, which had looked very crispy when Tony had last seen it. He couldn't see it now, couldn't even really see Maw, though he knew the alien was standing over him. If there was a reply, he didn't hear it but Maw began rattling off orders, his speech far less flowery and more brisque now that he was not addressing his master or singing his praises.

A cold hand landed on his shoulder and suddenly he was lifted into the air, seemingly suspended by nothing. Maw's voice echoed, distant and fading, in his left ear.

"It is a great honour, you know, to be chosen to be spared like… ...his almighty desi… ...reat things planned for y… ...ild of Thanos… ... "

His words faded in and out as Tony drifted, black despair taking hold of him and pulling him under. It was all his fault, all of this. He'd known, he'd _known._ And he'd still meddled with time travel and had the arrogance to think he could fix it all. Were it not for his hubris, his daughter would still be there, his wife, Rhodey, Clint, Natasha, Steve, Thor, countless others who'd survived the first snap, if only he'd just accepted defeat. Now they were gone, every last one of them. The entire universe devoid of life. Except for Tony, Tony and the remains of Thanos's forces. He'd done this, and he hadn't even been allowed to die with them.

His last thought as he lost himself to void whas that maybe this was what he deserved.


	2. Chapter 1: Diesel

"What's Diesel doing?"

"Huh?"

"Diesel, he's rubbing himself all over the grass. What's he doing?"

"What, he's...Diesel! Diesel no, stop that!"

Steve levered himself out of the extremely comfortable couch and over to the open door, earning several curious glances from the room's other occupants. Outside, the big black dog was having the time of his life, wriggling around on the lawn and pressing his neck and shoulders into a particular patch of grass. He looked up as Steve approached (small girl in tow), tail wagging with lethal force and pink tongue lolling.

Urgh! The smell hit the moment Steve was in range, super soldier senses not quite declined enough to not make it intensely unpleasant. As the dog trotted up to him, the stink only increased and Steve found himself scrambling backwards as Diesel made to rub himself against his legs. Of course Diesel read this as a game, damn dog, and immediately bounded after him.

"Nope, not a chance you giant waste of kibble, stay back! No Morgan, don't touch him!"

Seeing the girl go for the dog, Steve did the only thing he could in that situation and grabbed Diesel's collar as he turned his attention to his favourite playmate. He winced as his hands contacted the sticky fur. Oh well, it would come off his hands easier than out of Morgan's clothes, though the smell might take some vinegar.

"Shit, Diesel!"

"Language," Morgan scolded, withdrawing her grasping hands now and crinkling her nose, "but Diesel, you do smell like poo."

Diesel just panted and licked his own nose before twisting in Steve's hands to lick at any part of his owner he could reach. Steve held him at bay.

"That's 'cos he found himself a nice patch of it to roll in. Hey Pepper!," he called as the redhead appeared in the doorway, drawn by the commotion, "Some cat left a you present in your garden, and it's all over Diesel, and starting to get all over me. Can we use your hose?"

Pepper laughed, sounding a bit tipsy, and said "Yes, of course. It's around the side, there behind the rosemary. Do you want me to check if Devon has something for you to change into?"

Steve? Fit into Devon's clothes? The man was a string bean, though still shorter than Steve, and Steve doubted he'd be able to get one of his shirts on over his shoulders, withered as they were.

"Nah, it's just on my hands. Your boyfriend can keep his fancy shirts. Some soap wouldn't go amiss though."

"I'll see what I can find." Pepper sipped from her glass of Rose as she turned and headed into the house, only for her spot to be taken by a smirking Sam and Bucky. Their eyes followed him as he dragged his excited dog over to the rosemary bush, refusing to give them any sort of satisfaction. At least, that was what he told himself. Chances were, they were having a great time watching him suffer.

Almost immediately, he found the hose, coiled behind the bush like Pepper had said. Diesel tried to wiggle away as water started flowing.

"Oh no you don't," Steve said, taking a firmer hold on his protesting pet, "you wanna roll around in cat crap? These are the consequences. So you stay put and let me do this."

Morgan had followed him to the faucet. She watched with guarded fascination has he carefully wetted Diesel down, being careful to keep it out of his eyes.

"Why'd he do that?" she asked, a little standoffish.

Steve smiled at the scowling child. She loved Diesel unconditionally. Him? That was a little up in the air.

"Dogs like strong smells, and they like getting them all over themselves."

"Why?"

"You'd have to ask them."

Before Morgan could reply, Pepper reappeared, pushing past the two gloating idiots in the doorway. She handed him a bar of soap and a bottle of shampoo.

"Thanks," he said, before eyeing the shampoo, "what's that for?"

"It's for Diesel," she said, "surely you don't want to mess up his coat with soap?"

Steve eyed the bottle. It looked expensive. Without releasing the dog, he picked it back up, popped the cap and sniffed it. It _smelled_ expensive.

"I can't use this on a dog."

"Of course you can. It's all natural, all organic, one hundred percent safe, nothing that could harm him at all..."

Steve sighed. The issues with relating to the ridiculously wealthy were many, though she was definitely better than some.

"What?" she asked, slightly indignant at his reaction

"That's not what I meant Pepper. This stuff is far too nice to go anywhere near _this_." he gestured down to the filthy dog at his feet.

"Oh don't worry about that," she said, sipping her Rose, "we don't have anything much cheaper, well unless you count Morgan or Devon's shampoo, but Devon's is medicinal stuff, and I wouldn't suggest using Morgan's unless you want your dog to smell like a blueberry."

Just about anything would smell better than what Diesel did now and Steve was rapidly deciding that being fussy wasn't worth it. So he shrugged and squeezed a small amount of the iridescent pinkish goo into his hand.

Diesel didn't seem to care that the shampoo being lathered into his coat probably cost more than did. Now having realised that playtime was over, the dog settled down and bore the bath with resignation.

He was just finishing up with the shampoo and had begun rinsing when Peter walked out to join the others on the porch, pocketing his phone.

"Sorry that took so long," he said, and then paused, taking in Steve pouring water over his mutt, "what happened here?"

"Diesel happened," Steve said with a grimace, "and these chuckleheads decided to stand around gawking instead of helping me."

"Hey man," Sam cut in, "you already got shit on your hands, we don't. Don't give us that."

"Respect your elders."

Peter laughed, "Shame on all of you. Mr Rogers, I'll help."

"Peter!" Morgan dashed forward and latched onto the young man's legs. Peter scooped her up and deposited her on his shoulders.

"Woah, you're getting really heavy kiddo!" he said, "Pretty sure I won't be able to pick you up at all soon."

He carried the girl over to the dog before depositing her on the wet grass.

Peter looked different. He was still slim and athletic, built like an acrobat, but there was a weight to his jaw and a new set to his shoulders. He'd grown up in the four years since he'd returned from dust. Tony would have been proud.

Steve rinsed the last of the shampoo out of Diesel's fur and set about making sure his own hands were scrubbed clean. "No need Peter, I'm just about done here. Though if you could find a towel and dry him off that would be great. My back's starting to hurt, bending down like this."

"Sure thing. Here boy! Woah, buddy, you smell great!" Peter patted his thighs and the dog loped over to him, stopping just within range to let off a huge shake, spraying water everywhere. "Agh no! Shame on you too Diesel, and for making Mr Rogers clean you off on his birthday."

Diesel did not look at all remorseful. Now that the unpleasantness of his bath was behind him, he seemed to be basking in being the soggy centre of attention. His tail whapped against the ground with alarming force, continuing to send droplets flying with every pass.

"Hey Morgan?"

"Yes Peter?"

"Can you run into the house and grab a towel for me? I'm all wet too now."

With a "Sure!" Morgan dashed back to the large house, pushed through the growing audience on the porch(which now included Clint, Laura and their kids, Wanda and Rhodes) and through the door.

"So," said Steve as they waited, "who kept your attention for so long? Someone we should know about?"

Peter looked up from the wet mass of canine in his hands, "Who...oh, you mean the phone call? No, that was someone in my mentoring group."

Steve raised an eyebrow. "You have a new mentor?"

"I am the mentor."

Steve smiled, "Of course you are."

"Yeah," Peter began scratching behind Diesel's ears, "turns out, tutoring from Tony Stark's underling is in pretty high demand. Parents will pay a lot for it. Might even be able to pay off my car before the end of the year."

Steve turned off the faucet and flicked his hands before wiping them off on his jeans. He stood up, bracing against the house and wincing as his knees cracked.

"Isn't Stark Industries…"

"No...yes. Mr Stark's estate, well, Ms Potts has been covering my scholarship and any Avengers business. But I don't want to live my life on their dime, you know? I need to be my own man. And this car...well...its the first really big thing I've done for myself, I mean, aside from the whole becoming a superhero thing, and...getting into MIT but you know what I mean. I want this to be mine, yeah?"

Steve grinned approvingly and raked a hand through what was left of his hair. He'd watched the kid's progress from afar and been nothing but pleased. He had adamantly no interest in matters of the Avengers these days, but that didn't mean he couldn't keep an eye on the boy Tony had taken under his wing. He'd soared through the levels at MIT, possessing all of Tony's brilliance and none of the arrogance, terrible attitude and ruthless ambition that had made the tech giant such a controversial figure for so long.

"Tony would be proud of you, son. And don't let Pepper hear you call her Ms Potts. She thinks of you as part of the family."

Peter beamed and then tried to hide it, ducking his head and giving Diesel a rub under the chin. Just then Morgan burst out of the house and pushed through the legs of those lingering and chatting in the doorway. Over one small shoulder was sling a large blue beach towel with several holes in it.

Peter caught it as she threw and looked it over, taking in the ragged gaps in the plush texture. "What happened to this?"

"Oh," Morgan giggled, "Peanut and Popcorn got hold of it."

"Ahh"

Pepper's long suffering sigh carried over all the way from inside the house. She'd been skeptical when her daughter had decided she wanted pet rats, and the scourge of destroyed property that followed had done nothing to endear the little creatures to her, but her daughter clearly loved them and so she did her best to as well.

Before long Diesel was mostly dry and thoroughly enjoying the rub down from Peter and Morgan. Steve pulled up a deck chair and plopped himself down on it in the shade. He'd thoroughly enjoyed 110th birthday, considered himself beyond luck to reach that age and still be fit enough to enjoy it, even if he had to do so without his beloved Peggy. He mourned her death, of course, how could he not. But every minute he'd spent with her had been a gift, far more than he had any right to and he knew she would not want him to spend his remaining years pining. So he had a dog, and a small house outside the city, and kept friends and sometimes they threw birthday gatherings for him in their fancy houses.

At some point the others joined him. Devon and Sam discussed a recent football game. Steve didn't really keep up with football anymore. The kids played with Diesel on the lawn. Drinks were passed back and forth. Wanda and Bucky didn't talk much, but sat with them in companiable silence. Pepper and Devon curled up together on the large loveseat. When the shadows began to lengthen, Clint and Laura excused themselves. It was not surprising that they were the first to leave, the surprise had been Laura actually managing to cajole Clint into agreeing to come. Since Natasha's death, the archer had wanted absolutely nothing to do with any of them. It was understandable, and Steve was just grateful he'd had another chance to see his old friend after so long. He hoped he would again soon. Clint had actually seemed to enjoy himself once the initial awkwardness had worn off and Laura was never anything short of delightful.

It was as the Bartons were pulling out of the driveway that the peaceful afternoon was drawn to an abrupt halt. Five pockets buzzed in unison and the five active Avengers winced. Peter was the first to dive for his earpiece and settle it snugly over the shell of his ear.

"This is Spider, what's happening?" he asked as the others followed suit.

"Sorry to break up the party," Fury's harsh burst through the earpiece, "but something's come up that requires our attention. Get down to HQ, now."

"On it Sir." Peter said, already rushing to get his keys.

"Aye" said Wanda

"Loud and clear," said Sam.

"We're heading out" said Bucky

"Director," Rhodey interjected, "may I ask what's happening?"

"So long as you get your ass down here quickly you can ask whatever you like. Thor and the Guardians have just turned up. They brought news."

"Not good?" asked Sam.

"Understatement of the century, Falcon."

"Shit. Okay, we're on our way. You want me to contact the others?"

"Already done. I'll see you all in fifteen."

The call cut out. Wanda, Bucky, Rhodey, Sam and Peter apologised to their hosts and the birthday boy and prepared to leave. Morgan hugged Peter while Pepper and Devon told them not to worry. Steve wished them luck.

They all piled into Sam and Peter's cars and roared away. As they disappeared around the corner at the end of the driveway, Devon gently curled his arm around Pepper's thickening waist. She rested her head on his shoulder.

Steve called Diesel to his side. The dog nudged against his leg. Morgan headed inside to play with Peanut and Popcorn. Just like that, the party was over.


	3. Chapter 2: Old Friends and Bad News

The new compound was considerably less ostentatious than the one destroyed by the arrival of Thanos and the battle that followed. There were no sprawling lawns, no massive glass sides and no glossy white air of modernity. There had been no spare funds for anything like that, not with half the world's population suddenly appearing not a day older than when they had disappeared and the slew of problems that had come along with it. Instead they had moved into a small military base that had been abandoned after the first snap and declared defunct. It was an ugly, cold place, all grey concrete and steel, but it had a large hangar and plenty of space for training in a variety of terrains, as well as storage and meeting rooms, offices and dorms and a massive dry vault with about eight layers of security and the structural integrity to survive a direct nuclear strike. A far cry from the sleek elegance of the old place it may have been, but it had everything they needed to restore the Avengers to a functioning body and so Fury had shut down any complaints and occupied his new office like a king in his castle.

There was one major divergence from the normal drab exterior as they arrived this time; a small spacecraft was parked somewhat inconsiderately in front of the entrance, so that they all had to duck under a strut on the landing gear to get in through the door.

Fury was in the boardroom when they were ushered in by a surviving shield loyalist. To his right sat Stephen Strange, resplendent as always with his blue wrappings and red cloak that billowed majestically despite the distinct lack of wind. Across from him sat T'challa, or at least his glowing blue visage. Scott was spinning a coin on the tabletop, trying to look brooding. Carol stood at Fury's shoulder, looking down at the screen in front of him. Her haircut had, if anything, grown more extreme since they'd last seen her. Arching around one side of the large circular table was strewn the motley crew, and in the middle…

"Thor!" said Sam with a grin.

The god of thunder looked good. He'd dropped most of his excess weight and his eye had lost the hollow look it had had since his brother's death and the hellish events that followed, though now they were shadowed with worry. Golden hair was restrained in a long braid that whipped around as he lurched to his feet to greet his old friends.

"Ah! My old friends, it is good to see you." Thor said as he shook their hands and embraced each in turn, even those he had not known well. Even Wanda allowed it. Peter beamed when Thor wrapped a broad hand around his own slim one and said "It gladdens me to see you have continued to grow into a worthy warrior fit for Anthony's legacy, Peter.

Then he addressed them all. "I'm sorry it couldn't be under better circumstances. I'm afraid we bring grave tidings."

"It's good to see you too Thor," Rhodes said as Thor got to him, "What's going on?"

"That's what we're here to discuss," Said Fury from his high-backed chair, "we can have a whole reunion shindig later, but right now you all need to sit down so we can start."

"One eye's right," piped Rocket from where he perched on the shoulder of the large tree-creature, (Groot?). There had definitely been a tree-person named Groot at the Battle of Earth and the aftermath, but that one had been much smaller. "Sorry boss, but you can say hi to our friends later."

"Bos-wait, what? I'm in charge!" said Quill indignantly.

"Keep telling yourself that." Nebula sniped.

Thor turned back to his traveling companions, "Would you lot cut it out? We're coming."

"Any day now" sighed Fury, massaging his temples.

They all shuffled to their seats, politely greeting the hologram of T'Challa and the group of newcomers, all of who they knew but one, a green skinned woman they had seen only briefly on the battlefield and fighting for the other side. She leaned haughtily against the wall behind Nebula, watching them with heavy-lidded dark eyes.

Once they were settled, Fury pushed his chair back and stood. "Now that we're all here, let's get to the matter at hand, because ladies and gentlemen there is a shitstorm of approaching. Thor and the team known as the Guardians of the Galaxy arrived on earth two hours ago at approximately fifteen-hundred hours. They came to warn us, a threat has appeared in the far reaches of the Milky Way galaxy, and it's headed our way."

"Yeah." sniped Rocket, "we need the eggheads among you to put your eggs together and figure something out so we don't all die horrible deaths."

"What kind of 'threat' are we talking about?" asked T'Challa, narrowing his eyes and leaning forward in his chair in Wakanda.

"We'll get to that in a second, your Highness," snapped Fury with the minimum acceptable reverence, "but first I need to make some things clear. For now, at least, what is said in this room stays in this room. What's coming is some serious doomsday shit so unless you want to cause mass panic, you speak of this to no-one and all transcripts will be kept strictly confidential. We'll try and handle this internally but if we can't find a solution, we're going to have to start asking for more brain power. When word gets out, there's going to be public hysteria and every doomsday prepper and religious fundamentalist is going to want to say "I told you so". And trust me, we don't need that on top of everything else that's gonna be happening. Personally, I'd like to get this sorted without interference, but from the sheer scale of the problem, I'm not sure that'll be possible."

They all grimaced. A public panic was the last thing anyone needed, in any situation. It helped no-one and hindered progress on nearly every front. There were reasons most organisations dealing in extraterrestrial and superhuman entities tended to shrowd themselves in secrecy, aside from the obvious desire to keep new advances and discoveries out of enemy hands.

"Guardians, I'm gonna let you explain this, since you've had more time with the data .Thor?"

Thor stood up and took Fury's place at the front where the wall was covered in a series of large screens.

"About two Earth months ago while travelling to collect a bounty in the Miranni solar system, we intercepted a transmission from the planet Alesco. It was a distress signal; one that, tragically, we only discovered after the planet was already destroyed." Thor sighed.

"Hey," cut in Quill, "you know that's not it, big man. We couldn't do anything for every planet after that and there was nothing we could have done for Alesco. It's not on us."

"I know that!" snapped Thor, "anyway. The transmission included a video message. I'll play it now, if I can…" he fiddled with the little remote for a moment before the largest screen behind him flickered into life.

The alien frozen on the screen was round-faced with three pairs of eyes; one blue, one black and one faintly glowing yellow. Darkly speckled mauve skin extended up into long bluish tendrils that took the place of hair. All six of its eyes were wide and though it was hard to tell on such an alien face, the creature looked haggard.

"Ahh, there we go. Where do I start? Okay, Alesco, yes. Alesco was highly regarded for their work in nanotechnology and were even beginning to delve into pico technology. Their work is almost unrivaled anywhere in the galaxy, though some thought they were pushing dangerous boundaries, but they had certain laws and guidelines in place to ease concerns. This is Dubrak Slent," Thor continued, gesturing to the image of the alien, "he was one of the planet's leading developers. He was the one who sent out the distress signal, we've provided a translation as best we can."

Thor pressed play and sat down. The image stuttered for a second before springing to life. The alien blinked rapidly and glanced back over his shoulder, hair tendrils writhing anxiously. Then he fixed his blue eyes on the camera and started to speak.

"This is (Professor) Dubrak Slent of planet Alesco," he rasped out, voice cracking and whistling like a broken record player. Across the bottom of the screen white text in english scrolled, providing the Guardians' translation.

"I am broadcasting this message as a request for aid, but if it is too late for us, then this is a warning. A terrible plague as taken our planet, uncontrolled self replicating nanotechnology from our own laboratories. We can find no way to stop it and we are out of time. These nanites, they devour everything they touch, converting matter into more of them and leaving any elements they do not need as a toxic sludge. We have done everything we can think of in the time we've had, and nothing has worked to do more than slow them down. Please, the eastern continent is already overrun and nothing living remains. The earth below our feet grows unstable as they consume deeper and deeper into Alesco's core. The planet...our home...is beyond saving. We have evacuated who we can, but we were not prepared and many of our ships were destroyed before they could carry their passengers to safety. And worse, we do not know how but the nanites have developed flight capacity. They're spreading faster than ever...its carnage," the alien's gravelly voice petered out for a second and reddish tears began to leak from his black eyes, "there's footage, terrible things happening. I'll attach some to the transmission so you can see what death we face. I'm sorry, I don't know how this happened. We had so many laws against this, against any form of self replication in our technology, but my once esteemed colleague Hullanna Divorta disregarded all that and created...this...anyway. I don't know why, maybe she was mad? We never got to ask her...she was the first casualty."

The alien-Dubrak paused a moment for a breath and looked shakily down, his eyes roving back and forth as if reading off something. His tendrils hugged close to his neck as though seeking comfort.

"I beg you," he carried on, "we desperately need help. I'll include our dynamic coordinates in the broadcast in case you don't know where we are. It's too dangerous to bring a ship down here but if anyone out there is within range and could somehow teleport persons away from the planet surface, please, lend your assistance. We still have millions of civilians left stranded and in danger, dying by the (minute) and its speeding up. We have (hours) left, if we are lucky. Please, send help if you can."

The footage froze, and Thor stood back up, looking around at all of their stunned faces.

"That was the first broadcast," he said slowly, clicking the remote at the screen, "we intercepted another mere minutes later."

Dubrak appeared again on the screen, looking even worse than before. His tendrils no longer waved, but hung limply against his sloping shoulders and his eyes, previously exhausted and frantic, were now weighted by defeat. Across his face were smeared several splatters of deep blue liquid.

"This is (Professor) Dubrak Slent of Alesco. If you have encountered our previous previous broadcast, then you will know what is going on. If not, I have not enough time to explain. It will all be included in the data packet attached to this broadcast. Do not approach our planet."

Dubrak's voice halted and a thin black tongue darted out of his mouth to wet his lips. He visibly steeled himself. "If you saw the last broadcast, then you know that we said we probably had (hours) left. We were mistaken," the alien said, "we gravely miscalculated the rate of replication, and its acceleration. I fear those of us who remain have (minutes) left, if that. My colleagues and I, we created a forcefield around our laboratory that may buy a few extra (minutes), but it will not last. For those I could find, I have seen to it that they do not share the fate of those outside," Dubrak said, a dark glint in his six eyes. One of his hands appeared, shaking, on the screen, short fingers wrapped tightly around the black handle of a small, neat pistol.

"I could not let that happen to them, I could not let them die like that."

He lowered the gun, cradling it like a precious thing.

"This is your warning. Do not approach Alesco, by the time you see this, there is no-one left alive. The planet has been destroyed by self-replicating nanites spread out of control. You need to warn nearby systems, they will spread if they are able, and if they are not, they will remain here, in the space that was Alesco until some asteroid scatters them or an unwitting vessel encounters them and carries them away and then they will spread. A way must be found to destroy what we have created, please. Avenge us. I have included everything we have been able to learn about these things, though our knowledge is limited by the fact that is has been impossible to get close enough to observe them and survive. I am sorry we could not give you more."

Once more the alien glanced down at the gun in his hands and clutched it close to his chest.

"I'm sorry," his crackling voice dropped to barely a whisper, "I'm so sorry. This was never meant to happen. I don't know what Hullanna...why she...I'm so, so sorry. So many are dead, so many children…and I…my colleagues...I couldn't let them..."

A shriek like metal on metal interrupted Dubrak's stammering. His eyes widened as he stared at something behind the camera.

"Time's up. Remember, stay away from Alesco, warn nearby systems and if this thing escapes the planet and starts to spread...please...forgive us."

The screen froze once more as the video ended. Dubrak's face, as close to despair as his alien features could manage, stared out at them. The pistol was clenched in his fist and the blood marked his mauve skin.

"Jesus." whispered Rhodey

"Fuck." Sam followed

The others were quiet, the horror of what they had just witnessed sinking in. Peter, in particular, looked wrecked. Strange and T'Challa were almost expressionless, though Strange steepled his hands in front of him as though deep in thought and the cloak hugged close to him much like Dubrak's tendrils had. The Guardians of the Galaxy just watched on with sad eyes, repetitive viewings of the harrowing footage having lessened the strength of their reactions, but not the emotional gut-punch.

"I am Groot" lamented the tree.

Rocket patted him gently atop his huge craggy head. "Yeah, I know buddy," he whispered, "you don't have to watch it again if you don't want to."

It was strange but hardly surprising to hear such a subdued tone from the little creature they all knew to be loudly sarcastic and aggressive. Who knew how many times he and the others had had to watch it.

When they'd all had a moment to process, Thor took his place at the front again.

"After this, we changed course. We did what he bid, alerted nearby systems of the danger though many were already aware, we were not the only ones to pick up the broadcast. Unmanned drone vessels were sent in to observe the situation on Alesco. None returned. The footage they sent back was most concerning."

He clicked the remote again and Dubrak's face flicked from the large screen to a smaller peripheral one. It was replaced by an image of a planet. The change was jarring, from Dubrak's distraught face to the almost tranquil picture, drifting planet surrounded by twinkling stars. But it only took a moment for the destruction to become obvious. The planet's soft reddish-golds were shot through with ugly gun-metal grey and the one side, what must have been the eastern continent, was crumbling in as though the surface and mantel were being eaten away. Thor zoomed the picture in and suddenly they could see now, the grey was moving, spreading. This wasn't a picture, it was a video.

"This video confirms the truth of those distress messages, Alesco is no more. But that is not the worst part."

A small dark spot appeared in the corner of the screen. At first it was barely noticeable against the dying planet that filled the background but it began to grow and darken, rapidly taking up half of the screen.

"What you can see there," Thor explained, "is not a blemish on the planet's surface, but swarm, approaching the drone."

He zoomed back out a bit and the focus of the camera shifted and now they could see it, the swarm, as it flew towards the drone with alarming speed. The nanites were far too small to be seen individually but gathered and coordinated they made up a twisting mass that writhed and flowed like living grey oil as it neared.

"At the time," he continued, "we were unsure of the nanites' abilities. We didn't know if this swarm had targeted the drone or was just a random breakaway cluster that our drone was unfortunate enough to meet. There were more though, which you can see here, here and here" he pointed at the screen and there, barely visible against the black void of space where three similar shifting masses, all headed off in different directions.

"Regardless of the swarm's intent, though, the drone did not survive the encounter."

After a moment of fiddling, Thor found the correct button on the remote and fast forwarded the footage. At ten times the speed, the smoothly gliding mass of nanites jerked and shifted erratically. Within seconds, the swarm was upon the drone. The footage froze for an instant, warped and then cut out.

"Two other drones from the same planet met a similar fate, but further out. The nanites are spreading. They had somehow gained the ability to propel through space."

Thor played them two more clips, each seeing the planet from a different angle and far further away. The swirling mass of nanites that moved out was the same each time.

"That was not the end to the destruction. One planet, also located fairly close to Alesco, sent out a manned vessel. The pilot tried to be careful, she didn't approach more than eight hundred thousand miles to the planet, but it wasn't enough. She encountered a swarm even out there. Only this time, the outer shell of her vessel was formed from a titanium-tungsten alloy, and they couldn't couldn't get through easily."

"It would have been better if they had." said Quill quietly.

"Indeed. She believed she had escaped the swarm and returned to her planet, Pritos. Her hull was too damaged to risk re-entry, so she docked at the world's major space port. They hit her whole ship with an emp to make sure that any remaining nanites were deactivated, but it was too late. From what little information we have, it appears that some nanites remained in her hull and before they were fried, transmitted the location of Pritos back to the Alesco swarm. It didn't take them long to arrive. The planet lasted three days, directing all available power to a planet wide forcefield, then continent-wide, then city-wide, till the nanites ate the ground from under their foundations.

"From there they spread in all directions, sending out nanites and assimilating anything they came across into the swarm. Several technologically advanced planets were able to evacuate their citizens, but many more perished. The swarm grew, and continues to grow, all but unchecked. It's moving fast, faster than light. By now-"

"W-wait, excuse me," Peter interrupted, "faster than light? It's been jumping planets in weeks? How could something as small as a nanite possibly contain enough energy and provide enough thrust to achieve that sort of speed, let alone sustain it? And the sort of forces they would be subjected to? They should be torn apart. And forget about the stress of entering an atmosphere-"

"We'll get to that, Parker," interjected Fury, "though those are all valid questions."

"For which we have answers" Thor carried on as Fury suddenly put his hand up to his ear where a small receiver sat, "It seems that the nanites are able to assess the usefulness of any data that they encounter, which includes schematics, and arrange themselves to form just about any piece of technology, using themselves as a power source. If a few get fried in the process, what of it?"

"With this the swarm has been able to form protective shells and thrustors, that we know of, but it has the capability to form anything it has schematics or examples of. So far...so far teleportation and wormhole technology has been protected from it. If it were to assimilate such things, there would be no stopping it. We may as well hand over the universe."

"How long before this thing gets to us?" Rhodes enquired, his forehead pinched.

"At the rate it's going? What was it?" said Thor, glancing out of the corner of his eye at the Guardians.

Nebula spoke up, voice as husky as ever, "Ship's computers put the interception of the swarm and Earth in approximately one earth-year, factoring in acceleration and the rate of mass increase."

She blinked twice. "Verified, the ship is correct."

"'Fraid your fancy ship's computer may need to find a new job," Fury said, hand still on his ear, "Professor Foster, I'm putting you up on screen. Did you get all that?"

The picture changed to the stern face of a beautiful woman. She was mid-sentence when she appeared, "-heard enough Sir…" she trailed off.

Thor froze.

"Jane?"

"Hello Thor. It's good to see you." Jane said brusquely, "Director Fury, my computers are putting the swarm's ETA in six months, seven at best. According to my calculations, the most likely date of contact is the seventeenth of October this year."

Nebula visibly bristled. "Are you suggesting that both the ship's computer _and_ _I_ are wrong?" she hissed.

"Not necessarily," Jane looked taken aback, "if you treat the swarm's spread as a sphere, which is the most intuitive way to think about it, and the increase in its mass and dimensions as being a uniform increase across the whole thing, then you and your computer are absolutely right. But when you treat each intersection between the sphere and any body within space as the starting point for a new sphere, with any inward spread redirected outward, the swarm becomes a whole lot less uniform and a whole lot more deadly to us. Unfortunately, the arrangements of the planets between us and it at the times of interception will create a veritable bridge in our direction, drastically increasing the speed of the invasion." Here Jane paused, her professionally stoic mask slipping for a moment to reveal the fear in her eyes. "Director Fury, I don't know how you're going to fight this. By the time it gets here it's going to be _so big_. At least two-hundred starsystems will have been devoured, possibly-no-probably hundreds more. And that's _only_ counting star systems. Even the tiny proportion of them that we'll see in the initial encounter will likely exceed the mass of the moon. And if we somehow survive that...and that's a big if...we'll never be able to hold it all back."

"Not to mention," adden Thor, "the countless other inhabited planets that have already and will soon fall to this scourge."

"I hadn't even thought of that." whispered Jane.

"Look," said Fury, "we can all wrap ourselves up in blankets and hold hands and talk about how horrible and sad this all is until our planet dies a horrible death, or we can actually get off our asses and do something about it instead of sitting here like fat cows at an abattoir. Now does anyone have any good ideas."

"Director," T'Challa said, "if you will allow me, I wish to bring my sister to this meeting. On matters of technology, she is one of Wakanda's leading visionaries and who I consult for all technological threats."

Fury shot him a look. "You want to bring your sister in here? How old is she, sixteen?"

"Twenty-three years old, Director."

"Sure, whatever," Fury waved his hand dismissively, "Just make sure she's tight lipped, this is a highly confidential matter."

T'Challa narrowed his dark eyes. "My sister is responsible for many state secrets, he said icily, "she is a vital part of our country's economy and can be relied upon for discretion."

With that, his image fizzled out.

Jane quietly excused herself for a meeting. Fury promised to keep her up to date and swore her to secrecy before she disappeared. She promised to let them know if she had any suggestions.

It took T'Challa about another thirty seconds to return, during which time they all sat quietly, processing what they had seen and heard. When the king reappeared, it was to stony faces and brows pinched in thought.

To his right was Okoye, his general resplendent in her red and gold armour. To his left was a young woman. Like Peter, she had grown up. Though she still carried the brightness of youth, she could not be called a girl anymore. Shuri had taken to adulthood with a grace that surprised all around her, blossoming into responsibility and maturity. Now her face was stern.

"Brother tells me that the universe is at stake and you need my help. What's happening?" she asked hurriedly.

"Your brother asked to be allowed to fill you in." Fury corrected, glancing over her and then glaring at Okoye, who met his stare evenly. "You didn't say anything about telling her."

"Okoye is my closest friend and most trusted advisor." said T'Challa. "She has offered me valuable insight on countless seemingly hopeless matters and I am sure this situation will be no different. You will allow her to listen, Director."

What could Fury say to that? With a grimace, he nodded and returned his attention to Shuri. Thor filled her in, giving the quickest summary he possibly could without skipping anything important out. Her expression darkened and she leaned forward as she listened, nodding and occasionally asking him to repeat or elaborate on something. New facts emerged at her probing. The nanites were a strange frankenstein of digital and analogue. The language of their programming was unknown. A nanite could reproduce itself in three point four-five seconds, given the resources. Increasing the number of nanites increased the efficiency, possibly because they worked collaboratively. Though humans had not been exposed to the swarm yet, it was almost guaranteed that they could reproduce themselves successfully off the molecules found in the human body. If the nanites were to find root on earth, very little would slow them down.

"And a power source?" she queried, "how does something so small hold enough power to run for so long?"

"They take energy from the things they consume," Nebula said, "and seem to run in some sort of low power mode when travelling, with the exception of those that are incorporated into the propulsion and shielding systems."

"Beyond that no-one has been able to tell. There's no way to get close enough to get a proper idea without losing all equipment and the success of unmanned craft has been...limited at best." added Thor. "But the information that Dubrak sent shows that the swarm's power supply is a hyper-efficient and minute power and cell within each nanite. The power cell is assisted by some sort of tiny reactor, similar to the Arc."

Peter looked thoughtfully down at his hands. "So if we were to somehow shut down the reactor and deprive them of new materials to assimilate, the swarm would die out in a few hours?" he enquired cautiously.

"Try one or two weeks but sure," replied Rocket, "in theory. But we still know fuck all about these things so who knows what will actually happen."

"I am Groot."

"Oh yeah, there's a strong likelihood that dead nanites will be cannibalized to boost the rest of the swarm so you're probably looking at a longer time, depending on the size of the swarm you're facing. If it's a big one, could be generations before it dies out completely." he corrected, patting Groot's head again.

"Raccoon generations or human generations?" Shuri asked.

Rocket glared.

"I've sent all of you Dubrak Slent's data packet, fully translated thanks to the Guardians, and a summary of all data collected since" Fury announced, interrupting the rapidly developing stare-down between the princess and the raccoon, "Read it, understand it and ask about anything you don't understand."

Rhodey already had his phone out. For a few moments he tapped quickly at the glowing screen, then his eyes went wide. "You want me to understand..._this?_" he stammered, resting his forehead hopelessly on two fingers. "This would have given _Tony_ a headache."

"Just do your best War Machine."

"I'll go over it with you." Peter offered

"Thanks Kid."

"In the meantime," Fury went on, "Earth is going to reach out to other planets threatened by the swarm, both to warn them of the danger and to get some other brains involved."

"Wouldn't that make it much easier for some civilian to pick up on this and spread it around?" Sam said.

"The messages will, of course, be encrypted with the strongest encryption software found anywhere on Earth."

"Stil-"

"Anywhere on Earth, Wilson."

"Yes sir."

"As well as that, we are sending out top secret invitations to some of the best minds in the world, asking for their input. Coulson has already been dispatched to search for Doctor Banner."

"Agent Coulson?" Thor asked, shocked, "The man my brother slew?"

That Coulson had survived his fatal stabbing was old news to the rest of them, but Thor had been cut off from Earth for the last four years.

"The very same. You've got a lot to catch up on."

"How?"

"It's a very long story. And right now not important. Just know that he's alive and in one piece and we managed to save almost all of his original organs."

"Almost-?"

"Moving on. Coulson will retrieve Banner if he can locate him. In the meantime, I want everyone working towards a solution. We have six months, people, to find a solution or die trying. Now," Fury swept his gaze across the collection of aliens and heroes, meeting the eyes of each one, "Let's get started."


	4. Chapter 3: Dedications

The rest of the evening was spent in the grim boardroom, tossing ideas back and forth. Almost all were quickly shot down, but far worse were the ones that were not. To have a glimmer of hope, an idea that seemed to have promise, to run with it and build it up and to think "yes, yes we have it, we might actually survive this" and then for someone to suddenly poke at an unsteady detail and watch the whole thing crumble around them, to feel that hope drain away to leave them empty and gutted, that was almost unbearable.

Outside, a gorgeous red sunset lit the compound and cast the drab concrete walls in a rosey pink. But inside, drenched in artificial white light, they were aware of none of this. The sheer scale of the threat they faced was sinking in. So many planets had already fallen, planets far more advanced than Earth would be for centuries to come if it survived that long, which was looking less and less likely by the minute. Chances were, they were going to die and there was absolutely nothing they could do but batter helplessly against the walls of fate. Fuck, it was Thanos all over again.

By the time Strange declared that they had all had enough and would be better off sleeping on the issue and coming back tomorrow with fresh eyes than exhausting themselves, the list of possible plans was pitifully short and they were all about asleep on their feet. Fury ordered drivers for most of them, told the Guardians to please move their ship to somewhere that wasn't the goddamn front entrance. Strange disappeared through a glowing orange portal and the Wakandans simply fizzled away as their holograms died.

A stern agent, looking more than a little disgruntled at being called out of bed in the early hours of the morning but far too professional to say anything about it, took Peter's keys and drove him home in his own car. How the man got back to base was a mystery Peter would never solve, largely due to not really caring so long as he did it safely. Aunt May was sleep on the sofa when he crept into the apartment. Her blanket had fallen askew. She looked so much younger when she slept, he thought, the years melted off her face as she relaxed. Now, though, there was a slight pinch to her brow. Peter silently cursed himself for forgetting to text her. She was probably worried about him. Even now, though he was an adult and had every right to stay out as late as he wanted, she still worried all the time.

He scribbled a quick note on the pad stuck to the fridge. He'd apologize to her properly in the morning, but now he needed to sleep. He had a lot to process and couldn't afford to be bleary in the morning, and he would also feel even more guilty if he woke her up now. Yes, he thought as he trudged to his room and closed the door as quietly as he could, tomorrow was for apologies. Now was for sleep.

But sleep escaped him. The bed was both too hard and too soft, he sheet wrinkled under him, his pillow was in all the wrong places, his eyes would not close, his brain would not stop working and though it all the coming inescapable fate hung over him like a sword of Damocles. Outside, his aunt slumbered on the couch, worried about him as though he was the vulnerable one. The whole world was coming to an end, the whole universe, again.

In six months, everyone on earth would die if he and his team couldn't find some way to save them, find a way that countless planets with far more advanced civilisations with better computers and hardware and resources and more experience dealing with extraterrestrial threats had failed to. It seemed so impossible now, so far beyond their capabilities that they may as well go home, hug their loved ones and wait for the end for all the good fighting back would do. For the millionth time, Peter found himself wishing Mister Stark were there. One theme that had come up repeatedly in the meeting was the lack of Stark. The latter suit designs(including Peter's own Iron Spider) had all incorporated nanite technology, making the genius one of the most qualified in the world on the topic. There was no guarantee that Tony would know what to do, hell, it was highly probable he wouldn't. Maybe it was just Peter's hero worship, but the genius had always had a way of making it seem that the answer was just a brainwave away, like he had things under control even when the world was clearly spinning out from under his feet. Peter was older now, and he understood better how much his mentor had struggled. But some starry eyed part of him was still convinced that if Mister Stark were here, he would have been able to find a solution. Because that was what Mister Stark did.

But the man was gone, had given his life to save the universe and was never coming back. It was up to them now.

At some point, as the first streaks of dawn cut the sky, Peter drifted off into a short and fitful sleep.

The next day was, thankfully, a Sunday. Which meant May went to church in the morning and Peter was allowed to wake up at eleven without having to worry about uni. May was not yet home when he levered himself out of bed and shuffled, yawning, to make coffee. On the way he stopped at the bathroom to wash his face. It was startling to catch sight of himself in the mirror, to see the dark shadows under his eyes and the hair atop his head that bowed to no-one, not even gravity. He looked, he thought as he scrubbed a hand over the smattering of rough stubble on his chin, like his head felt. He had to freshen up before Aunt May saw him, or she would know something was wrong in an instant. Drinking in excess was not his game and he had been allowed plenty of time to sleep, so it would probably take one look at his wrecked face for the questions to start pouring in. Already he would have to try and explain away his unexpectedly late night and right now he just didn't feel emotionally strong enough to deal with more, or even worse, her inevitable concern. The fate of the world was, quite literally, resting on his shoulders and those of the other Avengers.

Nope, the fate of the world could wait until he had had his regularly scheduled dose of caffeine.

Coffee tasted more bitter than normal and he pulled a face as it washed over his tongue, chasing the sleep down his throat.

The sunday service meant he had time to wake up properly and gather his thoughts before having to face his aunt, a fact he was eternally grateful for when she arrived home at noon to find him looking relatively put together.

"Peter" she said sternly.

"Hi Aunt May," he said, deciding to just get this over with, "I'm so sorry about last night. One of my tutoring kids had a test emergency after the party and I lost track of time. It won't happen again."

May frowned up at him. "See that it doesn't. I thought we had left this sort of thing behind years ago."

"I know," he placated, "I'm sorry. I really didn't mean to worry you."

"Well, whatever you meant, you did worry me, a lot. You didn't call, didn't text, didn't give me any indication of when you would be home, and didn't answer when I tried to ring you. None of your friends knew where you were. What was I supposed to do other than worry?"

"I'm sorry, I had to put my phone on silent because I kept getting spam calls while I was helping the kid. And I know you are going to worry anyway but I promise, I really can take care of myself. I just didn't think to call, I'm really sorry."

Aunt May snorted. "Really, Peter, what's the point of that big brain of yours if you're not using it to think?"

"Sorry."

Aunt May's expression softened. "I know you are, Peter. Just please, I know you're all grown now and I can't tell you what to do but as long as you live with me, I need to know you're safe."

"I'll do my best"

She smiled. The creases that encroached around her eyes deepened. "Thank you, I know you will...and also for the note on the fridge. Whatever kid you helped had better ace that test."

With a gentle pat on his shoulder, she headed off to the kitchen. Peter watched her go. It seemed so silly, again, for her to be fretting over him getting home late while completely oblivious to the certain death looming out in space. She still thought of herself as his protector, even though he was twenty three and had secretly saved more lives than he could count. And now he didn't know if he could save her, or anyone. The whole thing was suddenly so overwhelming...so big ...he had to get out.

The Avengers were scheduled to meet up again at three, which meant he had a few hours to kill. His Iron Spider suit unfolded over him at the push of a button, the high-tech material running across his skin like static. It fitted like a glove, the nanites settling and moulding to his form perfectly. Peter ran a hand down his chest. It was strange to think that what he was wearing was made up of the very thing that was threatening the entire universe.

A faint beep echoed in his ear as the suit powered up.

"Morning Karen."

"Good morning, Sir," Karen's prim voice seemed to project from inside his skull, "The date is Sunday the sixteenth of April 2028, the temperature is sixty-eight degrees Fahrenheit. Clear skies with a five percent chance of rain in the evening. Humidity at sixty-five percent. A beautiful day all around. Would you like to hear the crime reports?"

"No thanks," he replied, "I'm just gonna blow off some steam right now. Let me know if there's an emergency but otherwise, let me be."

"Of course."

With a quick shout to Aunt May that he would likely be gone most of the day, Peter was out the window and into the city.

For several minutes, he just swung. There was something about being above the concrete jungle, about soaring weightlessly and then the thrill of plummeting again, the strain of his arms and the twist and stretch of his body as he flipped and spun between skyscrapers. Up here, the air was fresher, colder; it burned his lungs and cleared his head. The sun was almost peaking, bathing the city in brilliant daylight.

"Simba, Everything the light touches...is our kingdom"

New York stretched below him as he landed lightly atop a gargoyle, dropping into an easy crouch. He closed his eyes and let his spider senses take hold. All around him, the city was alive. Babies wailed. Cranes rattled and groaned as they raised their massive loads, mixing with the roaring of trucks over asphalt. Cars hooted and chased each other through the streets in endless games. The smell of heated tar wafted up. Manhattan was alive around him. It was his city, his to protect. Just like Aunt May, it would be gone soon if he couldn't find some way to save it.

Fuck, who he hell gave him this much responsibility? Who the hell thought this was a good idea? What oh earth had Mister Stark seen in him?

Damnit, now he was thinking about Mister Stark again. Would he have had any idea of what to do? He had experience with nano-tech, Peter knew. He'd done things with nanites that shouldn't have been possible for decades, if not centuries. Even if Mister Stark hadn't conveniently written a paper titled "How to save the universe from a massive swarm of self replicating nanites, an instructional guide", it was probably worth looking through his notes. In fact...

"Hey Karen?"

"What can I do for you?"

"Can you run a search of Stark Industries files for nanites, nanobots, self-replication or anything relating to those terms?"

"Indeed I can. Would you like me to include Tony Stark's personal files in the search?"

Uhh…Should he? That felt...invasive. Why did he even have access to that stuff? But this was the world on the line, the entire universe even.

"Yeah, sure."

"There are three thousand and sixty two files on Stark Industry's Research and Development server that contain the word "nanite" or synonymous, and ninety-three that contain the term "self-replication" and or synonymous."

Well that was a result.

"Do any of the files contain both of those terms?"

"Eleven files contain both of these terms," Karen told him, "would you like me to open them?"

"That depends. Do the two terms pertain to each other?"

"They pertain to each other in nine of the files"

"Oh shit, how? Are any of them contingencies."

"No, each instance is only a note stating that nanites should never be given the capability to self-replicate."

"Damnit, then don't bother."

Fuck, a dead end. There was so much on the line. Why couldn't there be an easy answer? This was a nightmare.

"Would you like to hear about the personal files now?"

"Were those not in the R&D files? Yeah, sure."

Fuck, this was the invasive bit. He wasn't exactly keen, but at the same time, that juvenile spark of curiosity at seeing what his mentor had worked on in his private time. He felt bad for indulging, but it wasn't like he had a choice. Mister Stark would have probably wanted him to do this... probably.

"There are thirteen files containing both of these terms or synonymous."

Handly surprising, but he dared not get his hopes up

"Do they relate to each other?"

"It would appear so."

Jackpot! Peter felt his chest tighten in excitement and had to intentionally lower his expectations. There was no guarantee that any of the files would contain the answers he needed, but that silly part of his brain lit up again with a trill of "Mister Stark will know what to do!".

No, it could be nothing at all, it could be a mention, could be a footnote, could just be some random ramblings the man had decided to record for later consideration. It would be foolish for him to get his hopes up.

"Can you list me the files?"

"I cannot. I can, however, tell you that the files are all contained under the same project folder."

A project? Could Mister Stark actually have a project dedicated to the problem? Ever since Wanda had messed with his head and kicked off the whole Ultron incident, he'd been paranoid and though Ultron had tempered his insane spurt of innovation, he'd never stopped working on contingencies in the event of global or even more extensive disaster. Out of control self replication of nano-technology was not a new threat and there was every likelihood that Mister Stark had had at some point turned his brilliant brain to it. Or was it something else entirely? Was his mentor actually working with self replicating nanites? That was risky, so very risky. Had the project progressed and something gone wrong, he could very well have kicked off the very disaster they were facing. He'd given a lot more care to ensuring that his inventions didn't backfire since Ultron but there was always risk. He definitely had to look into this, either to search for answers or identify possible future threats.

But why couldn't Karen read him the names of the files? If he had clearance to search them, then surely he should be able to read the names.

"Can you tell me the project name?"

"Indeed I can."

That was a start. There was a pause as he waited for the AI to continue.

"Would you like me to tell you the name?"

"Um...yes?"

"The project is listed under the name "Bleeding Edge.""

Oh shit.

The name didn't give much away but goddamn did it sound cool. And if it held the answers he was looking for…

"Karen? Open project folder Bleeding Edge for me please."

"You do not have access to this folder."

For real?

"What? Why not?"

"You do not have the necessary clearance."

Sometimes he hated Karen, he really did. Okay, no, that was a lie, but there was something very unsettling in the way she delivered soul crushing and fantastic news alike with the same crisp, calm monotone as anyone else would read a list of groceries. Sure, it was helpful in the middle of a fight when everything was going to hell around him for the voice in his ear to be cool, calm and collected, but right now he really wished she'd sound a little more disappointed.

"Can you override? Use biometric authentication."

"Authenticating…"

He waited.

"You do not have clearance to override this restriction."

Fuck! Just when he thought he might be on to something. So much for not getting his hopes up. But all might not be lost. Just because he didn't have access to the folder, didn't mean he didn't know anyone else who did. There were others Mister Stark had known longer, had trusted his whole life. Pepper, Mister Rhodes, hell maybe even Mister Rogers or Director Fury might have the clearance to override whatever was keeping him out.

"Who would have clearance then?"

"In order to access the project folder labelled "Bleeding Edge", you would need verbal or written permission from Anthony E. Stark."

Well, that was a problem.

"But he's dead."

"That is correct."

"So how am I supposed to get permission from him?"

"The folder cannot be access without verbal or written permission from Anthony E. Stark."

"You already said that."

"That is correct."

Okay…

"Is there anyone with verbal or written access to the project?"

"The list of people with verbal or written permission to access project folder "Bleeding Edge" includes-"

Yes! Progress!"

"-Anthony E. Stark."

"Are you doing this on purpose?."

"I don't know what you mean."

"Is that the only name on the list?"

"Indeed."

Peter wanted to cry. He actually just wanted to sit down, here on a gargoyle's head some two hundred feet above the ground and sob his eyes out in frustration. The AI wasn't messing with him. She hadn't been programmed to have much of a sense of humour. But right now it seemed the most tempting thing in the world to rip the earpiece out of the suit and fling it as far as he possibly could, which, with his enhanced strength, might land it in the harbour.

There was so fucking much on his shoulders, not even considering the insane pressure of university and all the shit that came with that and the lifeline he thought he'd found had dissolved like his webbing after a few hours in the rain.

There went his hopes of appearing at the afternoon's meeting with the beginnings of a plan, or even just some useful information.

But at least now he knew that information existed. That was a start. It might not be much, but he would work from that. He wasn't a boy anymore, and he couldn't just give up because things weren't going his way. He'd speak to Pepper. Maybe she'd have more information for him. He checked the time, quarter past one. Still time.

"Karen?"

"What can I do for you?"

"Dial Pepper Potts for me please."

"Dialing."

Pepper picked up after only two rings.

"Hey Peter, what's happening? Did your meeting go alright last night?"

"Hi Miss Potts, the meeting was...well that's sort of why I'm calling you...in a roundabout way."

"What's happening? What do you need?" upon her realising that this was not a social call, Pepper's voice changed to one far more serious.

Peter hesitated. He hadn't thought beforehand through how much he should tell her. Fury had been very very explicit in his instructions to keep the whole matter confidential for now, but this was Pepper . He could trust her. Hell, she was one of the new Avengers primary sponsors. Still, orders were orders. Fuck, he wasn't a kid anymore, why did he have to be so damn indecisive?

"Peter…?"

"Yeah, sorry Miss Potts, I was just trying to figure something out." he said hurriedly.

"Please just call me Pepper." she reminded him for the ninety-seventh time(he'd kept count).

"Sorry Pepper, but please, I need to know about a file on Mister Stark's private server."

"Tony's...how do you have access to the private server?"

"I don't, but for some reason I could run a keyword search. There was one project folder, labelled Bleedi-"

"Peter."

"-ng Edge that matched all of my keywords and this is re-"

"Peter!"

"-ally really important, like world ending important so I need to take a look at that project-"

"Peter stop!" Pepper's voice was sharp.

"What?"

"Listen to me for the moment, please. This is not a conversation to have over the phone. If you want to talk, we can talk, but I think we should talk in person."

"O-okay."

"Are you free now?"

"Yeah, though the Avengers are meeting again at three."

"There's time, I'll send a driver to pick you up. Where can they meet you?"

Peter glanced down, over the nose of the gargoyle, and picked a street corner not too far away that also wasn't too busy, though, being that this was Manhattan, 'wasn't too busy' was relative.

He told Pepper the address and she promised him a ride in five minutes. After a brief "see you soon", they hung up.

Peter stood. He stepped forward to stand just on the tip of the gargoyle's nose. All around him, the city yawned openly. He took a moment to feel the rising air buffet his outstretched arms. Then he closed his eyes and let vertigo take him.

The car Pepper had organised for him was luxurious, seats plush and every surface spotless. The driver held the door open for him and he clambered in, adjusting the collar of his hoodie just to be sure it completely covered the suit beneath. The Iron Spider was a masterpiece of design, seemingly endless features packed into a suit that was sleek enough to be hidden beneath only slightly baggy clothes.

The ride was as smooth as everything else about the car and it seemed like no time at all before they were pulling back up the driveway he'd left only the day before. Today though, only Pepper stood in the driveway. She welcomed him as he stepped out of the car and thanked the driver. Then the car pulled away, gliding over the brickwork and out the gate almost silently and they were alone.

"So Peter, you wanted to talk?"

They headed inside. The house seemed empty.

"Devon's taken Morgan to play at her friend's house," Pepper informed him, having obviously cottoned on to what he was looking for, "We have a few hours of privacy. Coffee?"

"Yes Please"

Like hell was Peter turning down an offer of Pepper's coffee. That shit probably cost more per cup than the food he ate in a day(which, with his spidey metabolism, was a lot more than what his physique suggested) and it showed. Pepper might have less expensive tastes than Mister Stark, but that was not difficult and she demanded quality in everything she did, including but not limited to the coffee on her shelf.

"Anything to eat?"

"Oh, no thanks."

He sat quietly on a comfy sofa in the living room while the coffee machine did its thing. After a few minutes, Pepper reappeared with two steaming mugs and rested them on the coffee table. She added a small fruit bowl, despite Peter's declining of food.

"So," she said, sinking easily down onto the chaise lounge, "you want to access Tony's private server?"

"Yes."

"And I take it you've already tried overriding security?"

"Yep, didn't work."

Pepper frowned. "Then I'm not really sure I can help you."

"Please Miss Potts,-"

"Pepper!"

"-this is so ridiculously important. I absolutely have to get access to the Bleeding Edge project folder, and the only way to do that is to get access to the server. But the firewall is ridiculous."

"Of course it's ridiculous. Tony wrote it." there was a faint smile on her face as she sipped her coffee.

"Well now that's working against us. I need to get in and I wasn't given override clearance-"

"Peter, what is Bleeding Edge?"

That brought him to a halt. "You-you don't know?"

Pepper grimaced. "I'm afraid not. I was never very involved in Tony's R&D or personal work. I never really had an interest in it and besides, admin has always been my thing. After the first snap, Tony was withdrawn, defeated. He didn't work for a long time, that I know of. When he recovered he began creating again, but I was focused on making sure the company survived in the economic crisis that everyone disappearing had caused, so I was only focussed on his R&D and humanitarian efforts. And then Morgan came along and I absolutely forbade him from any sort of combat-based work in the house. Basically I know of almost none of the non-Stark Industries projects he had going on."

"Oh."

Peter wasn't sure why, but that felt like a gut-punch.

"So please, what is Bleeding Edge? Why do you need it so badly?"

"I'll be honest, I don't know what's in it. But I ran a keyword search, and got a whole lot of results for what I need in the Bleeding Edge project folder, but I can't access it. It's the best lead we have right now though, so I need to check it out."

"What were the keywords?"

Peter chewed his lip, hesitating to answer. Pepper was a very smart woman. If he told her, she'd be sure to put two and two together and understand what was happening. He still didn't know if telling her was the best idea, not when he'd been sworn to secrecy.

"Peter?"

"Sorry, it's just, Fury's ordered a complete media blackout on this. I'm not supposed to tell anyone ."

"Peter," Pepper said shortly, "I am the CEO of one of the largest tech companies in the world, running over a million top-security servers and owning literally hundreds of thousands of patents. There are things in my head people would, and have tried to sell their own families for. Believe me, I know a thing or two about discretion."

"I know, I just-"

"And on top of that, who do you think supplies most of the funds that keeps the Avengers in business? Because it sure as hell isn't the government, or the military, or the United Nations and it's most certainly not Nick Fury. What the Avengers do is my business."

Fuck it. Pepper had a right to know. The whole world did, really, but right now the whole world knowing would be counter-productive. But Pepper? She'd spent more time with Mister Stark than anyone. She'd been there with him through everything and had supported him in the face of unspeakable terrors. She could handle this.

"Are you sure you want to know? I almost wish I didn't. At least then I could get a good night's sleep."

Pepper frowned. "Is it that bad?"

"Worse."

"Tell me."

And so he did.

By the time he was done, it was nearing time for him to leave and their luxury coffee had been forgotten, long cold, on the table. Pepper was pale but composed, resting her chin on steepled fingers. She'd had questions, of course she had. The number that Peter had been able to answer confidently was painfully small. Peter felt awful. Just four years ago, she'd lost her husband in a desperate bid to save the universe, to save her child. Now she'd just learned that his sacrifice may have been for nothing. Every single life he'd saved at the cost of his own, over half the universe, were going to be lost anyway.

"I'm sorry."

Her eyes snapped to him and she lifted her head from her hands and sat up straight.

"Don't apologise," she said firmly, "I wanted to know. Now I do. And maybe I'll regret it but I asked you."

"Still."

"You know," she said, "I never used to understand when Tony would throw himself so deeply into his work. But after Thanose snapped half the universe away, I got it. Tony was always paranoid and it only got worse with time. Once the universe opened up to us and we all realised how much bigger and more dangerous it was than we ever imagined, he suddenly had to protect the earth from everything out there too too because if he didn't, who would? There were threats out there that we didn't even have an inkling of and so his projects kept having to be bigger and better and he had to constantly outdo himself because there was always something more dangerous. That fear, that desperate drive, that need to do something , I'm feeling it now and its killing me because I don't think I can help you."

Peter's felt himself slump. He'd known it was a long shot, sure. Mister Stark had set himself as the only one able to override the servers security measures, but dammit, he'd desperately hoped Pepper would have some secret key, a code Tony had given her or sneaky patch that would fool the firewall into thinking she was its creator.

"Are you sure?" he asked, dreading her answer.

Pepper picked up her cold coffee and despondently swirled the cup, disturbing the milk which was beginning to congeal on the surface.

"I-no, no I'm not sure. But if there's a way I can help you, I don't know of it. That server, Tony set security measures in place. Certain files were released to me within a week of confirmation of his death, stuff like his private work on green energy and medical applications for nano-technology which he thought the world would be better off with access to. I sent some of them off to the groups that I thought could make the best use of them, kept others for their patent value. But other projects, the dangerous ones he didn't trust anyone else with, those are time-locked. He didn't think the world was ready to have access to that stuff, that it could be misused if it fell into the wrong hands. If you couldn't access a file, then that would be why. Whatever Bleeding Edge was, it was important to Tony."

Time-locked. Fuck. Of course Mister Stark would have time-locked his more sensitive work in the event of his death. It was good business and, given the extremely dangerous nature of his work should it fall into the wrong hands, the responsible thing to do.

Only now it might actually end up killing them all. How ironic.

"Do you when the time-lock will open?" he enquired. This whole train of events had been one failed long shot after the next, so what was one more?

"Well, the timelock had three settings that I know of;" Pepper started, "immediate release, one year and ten years. Since the first two have passed, I can only assume the timelock was set to open ten years from the time of his death. Four of those have passed so six years. The time lock is set to open in 2033."

"We'll all be dead by then." Peter said bitterly.

"No, you won't," Pepper insisted, pulling out her Starkphone and beginning tap away at the screen with her carefully manicured nails, "because you're going to find another way to fix this. Just because Tony can't help you anymore doesn't mean you're useless. You were his protege, he meant you to surpass him, not live in his shadow. You are Spider Man, not Iron Man 2.0. The Avengers is made up of brilliant people. You will find a way so save this planet and the rest of the galaxy."

Peter smiled. "I don't think-"

"No, I'm not asking you. I'm telling you, as a mother. You will find a way to save us. I have complete faith in you. Now get going. It's almost time for your meeting. A driver will be waiting for you by the time you get outside."

"Y-Yes ma'am."

Peter stood up to leave. He glanced ruefully at his cold mug, sitting folornely on the coffee table with a third of its contents undrunken.

"I'll show myself out. It was nice to see you again so soon. Give my best to Morgan and Devon."

"It was lovely to see you too. Keep me updated please."

"I will. Thanks for the coffee." he said and headed out to the door.

As he pulled it open, Pepper called after him, "Oh, and Peter?"

"Yes Miss Potts?"

"I just checked the server. I was right. Bleeding Edge will be released in 2033. But i can see brief details on the project. Peter, it's dedicated to you."

Oh. Oh. Oh wow. Peter stood there dumbly for a moment in the open doorway. The same driver pulled up in the same gorgeous car as before. Peter couldn't move. Mister Stark had bleeding Bleeding Edge, a project so important and sensitive he had decided to delay its release for twn years after his death, to him. Tears welled up and he blinked them away.

"Close the door on your way out please," Pepper called again, "and call me Pepper."

The ride was as smooth as ever, but Peter couldn't appreciate it. His head was spinning. Bleeding Edge was dedicated to him. He had meant that much to Mister Stark. The look on his mentor's face when he'd seen him in that final battle, the ghost of his arms around him came back to haunt him in full force. That expression, it had been more than shock, more than disbelief. Mister Stark had been unable to take his eyes off him and for a few moments, had been so overwhelmed that he could do nothing other than grab Peter's shoulders and hold him, as though he were afraid that if he let go, Peter would disappear into dust once more.

Now Mister Stark was gone. He wasn't around to save them anymore. Now it was up to the new Avengers. As the car reached the edge of the city, Peter set his shoulders. Mister Stark was gone, but his family remained. All around the world, countless families were living their lives. The Avengers would not let them down. Peter would not let them down. They'd find a way.

They didn't have a choice.


End file.
